Loading...
AG 08-056 RETURN TO: CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. 2. 4. 5. 6. ORIGINATINGDEPT./DIV: .]:,./-_/".._.{,'4.. I ~L~/P71f ORIGINATING STAFF PERSON: !1t.,4 L $'o.-J.; EXT: ,J.,>s-i) TYPE OF DOCUMENT REQUESTED (CHECK ONE) o PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE/LABOR AGREEMENT o PUBLIC WORKS CONTRACT o SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) o PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) o REAL ESTATE DOCUMENT 3. DATE REQ. BY: 1 ( (b ( i o SECURITY DOCUMENT (E.G. AGREEMENT & PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ~CONTRACTAMENDMENT o CDBG o OTHER AG#:D8 - t> S~ ( S PRI f\.rr) PROJECT NAME: /J,',../ec" ,A ~~ t i' t: (lr & c.OeC-6-to ~ r( ~ 5Pc;...t TELEPHONE TITLE 7. ATTACH ALL EXHIBITS AND CHECK BOXES )jJ SCOPE OF SERVICES 19 ALL EXHIBITS REFERENCED IN DOCUMENT o INSURANCE CERTIFICATE 0 DOCUMENT AUTHORIZING SIGNATURE 8. 9. 10. NAME OF CONTRACTOR: ADDRESS: SIGNATURE NAME: TERM: COMMENCEMENT DATE: ,). y~y.s COMPLETION DATE: TOTAL COMPENSATION $ >D. pi" (iNCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ D PURCHASING: PLEASE CHARGE TO: CONTRACT REVIEW ~PROJECT MANAGER lZ"'DIRECTOR o RISK MANAGEMENT (iF APPLICABLE) J1( LAW 11. CONTRACT SIGNATURE ROUTING ~LAW DEPARTMENT "- e..GITY ~H NAGER Pel'f. {))na...e.-~.r o CITY CLERK 2\ SIGN COPY BACK TO ORGINATING DEPT. o ASSIGNEDAG# ()f' 'osC? COMMENTS 07/05 PAID BY: 0 CONTRACTOR 0 CiTY ) INITIAL/DAT~LROVED tte.J...-i. . ... INITIAL/DATE APPROVED A.; =1(,4/ Lf Ict) 5e( Alk INITIAL/DATE APPROVED CONVERGED NETWORK SOLUTIONS BASIC AGREEMENT (Government Customer Version) This Custom Network Solutions Basic Agreement ("Agreement") is made between Sprint Solutions, Inc., as contracting agent on behalf of the applicable Sprint affiliated entities providing wireless telecommunications equipment and services ("Sprint") and City of Federal Way ("Customer"). BACKGROUND A. Customer owns, leases, subleases, licenses or uses real property including all or a portion of the building(s) located at the following address: 2800 SW 320th Street Federal Way, WA 98023 (the "Premises"). B. Customer is a state or local government entity or agency. Sprint defines "government entities and agencies" as those entities that receive their primary funding support through the allocation of appropriated public funds and are entitled to exercise sovereign rights and privileges. C. Sprint, through its affiliates, operates the Sprint (COMA) National Network and the Nextel (iDEN) National Network to provide wireless telecommunications services in certain geographic areas of the United States (the "Services"). D. Customer is a party to, or is otherwise authorized to purchase Sprint Services and access devices (taken together, "Active Units") under one or more Sprint wireless agreements (collectively, the "Service Agreement"). E. Customer desires that Sprint install, operate and maintain certain in-building wireless distribution equipment to enhance the coverage of Services at the Premises (the "Equipment") Exhibit B. Project Name: Federal Way 2800 (WA) EMB Project ID: EMBWA00496 Account Number(s): 400102318 AGREEMENT 1. TERM. The initial term of this Agreement will begin on the date the Agreement is signed by both parties (the "Effective Date") and continue for 2 vears ("Initial Term"). Thereafter, this Agreement will automatically renew for successive renewal terms of 12 months (each a "Renewal Term") unless either party provides written notice to the other no less than 120 days before the expiration of the then-current Term of its intent not to enter into a Renewal Term. The Initial Term and all Renewal Terms make up the "Term." 2. RESPONSIBILITIES OF CUSTOMER. 2.1 Commitment. Beginning 3 months after installation of the Equipment and continuing for the remainder of the Term, Customer will maintain in a Service fee generating status, a minimum of: 65 Devices ("Purchase Commitment"). 2.2 Engineering and Connection. Customer will pay Sprint an engineering and connection fee of $0.00 within 30 days following the Effective Date. 3. LICENSE AND USE. Customer grants Sprint a license to install, operate, maintain and remove the Equipment at the Premises per Exhibit A. Sprint may replace, modify and upgrade the Equipment as appropriate. Sprint will use the Premises in a manner that will not unreasonably disturb Customer's occupancy. Customer will provide Sprint with escorted access to the Premises during Customer's normal business hours and at other times as agreed by the parties. Customer will provide Sprint with a contact telephone number to call 24 hours a day, 7 days a week to arrange for emergency access to the Premises. Sprint will retain exclusive ownership of the Equipment at all times. Sprint will have no obligation to install, operate or maintain the Equipment at any Customer facilities other than the Premises per Exhibit C. 4. CUSTOMER REPRESENTATIONS. Customer has the right to enter into this Agreement and the authority to grant Sprint the access and license to use the Premises. Customer has obtained or will obtain all necessary permission, consent and approvals required for installation, operation and maintenance of the Equipment. Customer represents that the Premises and all improvements are in substantial compliance with building, life/safety, disability and other laws, codes and regulations of applicable governmental authorities applicable to Customer's and Sprint's use of the Premises. 5. RIGHT TO REMOVE EQUIPMENT. 5.1 Within 60 days following the expiration or termination of this Agreement, unless otherwise agreed to in writing by the parties, or as otherwise required by applicable law or regulation, Sprint may enter the Premises without recourse to legal proceedings, and remove and take possession of the Equipment. Sprint may, at its option, remove any cabling that is connected to or a part of the Equipment. Upon removal of the Equipment, Sprint will restore the Premises to substantially its original condition at the beginning of this Agreement, except for ordinary wear and tear. 5.2 Customer will give Sprint at least 90 days advance written notice of Customer's intent to vacate the Premises and Sprint will have the right to remove the Equipment at any time following receipt of Customer's notice. . 6. ASSIGNMENT. Each party may assign this Agreement to its subsidiaries, affiliates, successor legal entities, or to any entity acquiring all or substantially all of its assets. This Agreement may not otherwise be assigned by either party without the other party's prior written consent, which consent may not be unreasonably conditioned, withheld or delayed. 7. UTILITIES. Customer, at its expense, will provide Sprint with electrical service for immediate hook-up as required for installation and operation of the Equipment. Customer agrees that Sprint's obligation to install, operate and maintain the Equipment is contingent on access to appropriate utilities, including electrical service and a T-1 telecommunications line, at the Premises during Template #305982v1 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept-O? the Term. Sprint will be responsible for the monthly recurring cost of telecommunications service provided via any T-1 telecommunications lines required for the Equipment. 8. INTERFERENCE. 8.1 Sprint will use commercially reasonable efforts to prevent and resolve interference with Customer's equipment and systems in operation at the Premises as of the Effective Date to the extent the interference is caused by the Equipment. Sprint may discontinue operation of the Equipment until the interference is corrected or eliminated. 8.2 After installation of the Equipment, if other equipment is installed with Customer's knowledge and consent that causes interference with the Service or the Equipment or operations, the parties will negotiate in good faith to develop and implement commercially reasonable means to mitigate and eliminate the interference. If the parties are unable to agree on and implement a commercially reasonable solution, Sprint may terminate this Agreement and Customer will be liable for the Capital Recovery Fee. Sprint is not liable for Service interruptions due to interference created by Customer's or any third party's equipment. Customer will continue to be liable for Service charges during the period of interference-based Service interruptions. 9. INSURANCE. During the Term, Sprint will obtain and maintain General Liability Insurance (Broad Form Liability Endorsement) on an occurrence basis with a minimum combined single limit for Personal Injury, Property Loss and Damage, Contractual and Independent Contractor of not less than $1,000,000.00 per occurrence. The policies for the General Liability insurance coverage will be primary and noncontributory to any similar insurance and/or self-insurance that Sprint maintains and will name Customer as an additional insured. All insurance policies shall be issued by companies licensed or authorized to transact business in the state where the Premises is located and who hold a current rating of not less than A-, VII according to A.M. Best. Sprint will provide Customer with certificates of insurance or such other documentary evidence of insurance coverage, such as an Internet accessible Memorandum of Insurance. Customer will receive not less than 30 days prior written notice of any intended policy cancellation. 10. TERMINATION. 10.1 Sprint may terminate this Agreement as follows: A. before or during installation of the Equipment with at least 10 days written notice, if Sprint encounters unanticipated conditions that were not apparent during Sprint's site survey(s) of the Premises which have an adverse and material impact on Sprint's cost or ability to install, operate and maintain the Equipment; B. by sending written notice to Customer if the Equipment causes signal interference in accordance with Section 8 that cannot be cured through the use of commercially reasonable efforts; C. if Sprint is unable to access and use the Equipment or the Premises due to an action of the FCC or, if after commercially reasonable efforts, Sprint cannot obtain or maintain any license, permit or other approval required for Sprint's installation, operation and maintenance of the Equipment; D. for its convenience with 60 days advance written notice to Customer; or E. if Customer materially defaults in the performance of any duties or obligations under this Agreement and such default is not cured within 30 days after Customer's receipt of Sprint's written notice specifying such default. 10.2 Customer may terminate this Agreement as follows: A. for its convenience with at least 60 days advance written notice to Sprint; B. if Sprint materially defaults in the performance of any of its duties or obligations under this Agreement, and such default is not substantially cured within 30 days after Sprint's receipt of written notice specifying such default; or C. if Customer cannot fulfill the Purchase Commitment due solely to a lack or loss of sufficient annual appropriations for Active Units under the Service Agreement. 11. MAINTENANCE. Sprint will repair and maintain the Equipment and any other improvements installed by Sprint at the Premises in a good operating and reasonably safe condition; provided, however, if any repair or maintenance is required due to the negligent or intentional acts or omissions of Customer, its agents or employees or contractors, Customer will promptly reimburse Sprint for the reasonable costs inc\.lrred by Sprint to restore the damaged Equipment to operational condition. Customer will maintain and repair all other portions of the Premises in proper operating and safe condition. 12. LIMITATIONS AND CONDITION OF LIABILITY. 12.1 Sprint does not assume and will have no liability under this Agreement for failure to install the Equipment within a specified time period or for unavailability or non-operation of the Equipment. 12.2 SPRINT'S SOLE LIABILITY FOR SERVICE DISRUPTION RESULTING FROM THE UNAVAILABILITY OR NON- OPERATION OF THE EQUIPMENT, REGARDLESS OF CAUSE, IS LIMITED TO THE APPLICABLE REMEDIES AND SUBJECT TO LIMITATIONS PROVIDED UNDER THE SERVICE AGREEMENT. 12.3 IN NO EVENT IS EITHER PARTY LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ECONOMIC LOSS, COST OF COVER, LOSS OF USE OF EQUIPMENT OR FACILITIES, OR COST OF REPROCUREMENT. 12.4 NOTWITHSTANDING ANYTHING CONTRARY IN THIS AGREEMENT, SPRINT'S CUMULATIVE LIABILITY FOR ANY CLAIMS OR LIABILITIES ARISING FROM, OR CAUSED BY, ANY CASUALTY OR HAZARD SUBJECT TO SPRINT'S REQUIRED INSURANCE POLICIES WILL NOT EXCEED THE MINIMUM COVERAGES STATED IN THIS Template #305982v1 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept-O? AGREEMENT. SPRINT'S CUMULATIVE MONETARY LIABILITY FOR ALL OTHER CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $50,000.00. 13. INDEMNITY. 13.1 Sprint will indemnify and defend Customer, its directors, officers, employees, agents and their successors against all third party claims for damages, losses, liabilities or expenses, including reasonable attorney's fees, arising directly from the performance of this Agreement and relating to personal injury, death, or damage to real or tangible personal property that is alleged to have resulted, in whole or in part, from the negligence or willful misconduct of Sprint or its subcontractors, directors, officers, employees or authorized agents, but excluding Claims arising from or relating to Service disruption. 13.2 To be indemnified, Customer must give Sprint timely written notice of the claim, give Sprint full and complete authority and assistance for the claim's defense and settlement, and not materially prejudice Sprint's ability to defend or settle the claim. Sprint will retain the right, at its option, to settle or defend the claim, at its own expense and with its own counsel. Customer will have the right, at its option, to participate in the settlement or defense of the claim, with its own counsel and at its own expense, but Sprint will retain sole control of the claim's settlement or defense. 14. NOTICES. All notices must be in writing and deposited in the U.S. mail, certified and postage prepaid, or sent via overnight delivery. Notices to Sprint will be sent to: Sprint, VP - Custom Network Solutions, 2003 Edmund Halley Drive, Reston, VA 20191, with copies to: Sprint, legal Dept. - Public Sector, 2001 Edmund Halley Drive, VA 20191. Notices to Customer will be sent to the Customer representative below. Notice addresses may be changed by giving notice as provided in this Section. 15. MISCEllANEOUS. This Agreement is governed by the laws of the state in which the Premises are located, without regard to its choice of law principles. This Agreement, including any Exhibits, constitutes the entire agreement between the Parties with respect to the Equipment and supersedes all prior written and verbal agreements, representations, promises or understandings between the Parties regarding the Equipment. Any amendments to this Agreement must be in writing and executed by both Parties. If any provision of this Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the application of that provision to persons other than those as to whom it is held invalid or unenforceable, will not be affected and each provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. No waiver by either Party of any breach of any provision of this Agreement will constitute a waiver of any other breach of the same or any other provision of this Agreement. 16. OFFER EXPIRATION. To become effective, this Agreement must be: (a) signed by an authorized Customer representative; (b) delivered to Sprint on or before April 30. 2008; and (c) signed by a Sprint officer or authorized designee. Each Party has caused this Agreement to be executed by its authorized representative. S ~ Signature" ncH() ( StADIL f Name f~6 t..c fee-~"" ~C"-'/. Title 4-/J.4~ ? Date ~t-. (/ .II ~.,,- c..!o~ I(/i~ 1 Date I / J J J}-)' r-fL A~(. ~, F.ebo.l tJ~ (,JA 9ioo) Address for Notices Title Template #305982v1 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept-07 Exhibit A Statement of Work FEDERAL WAY Section 1: BDA DAS Coverage Requirements Total # of Buildin s # of Users benefiting from coverage (units) loor 1 Coverage Area Square Footage otal: 90,000 Section 2: BDA DAS Proposed Solution Description Components of BDA Installation: · Customer will coordinate and fund installation. · Install Tri-band BDA inside · Donor antenna will be mounted on roof to new wall mount. · Customer will provide 120V AC power to amplifier location. · Project will include 4 ceiling mount antennas. · Is permitting required for this project - NO Note: Equipment quantities may be adjusted during final design and installation activities. Section 3: Sprint Responsibilities Nextel will provide the following for the BDA DAS installation · Project Management · System Design · All BDA and DAS equipment, coaxial cable, and antennas · Any other design pertinent services or materials for the BDA DAS · Quote assumes non-union labor and is based on work performed after reqular school hours (3:00PM to W:OOPM Monday- Friday). · Quote assumes no core drilling between floors and excludes electrical. Section 4: Customer Responsibilities Customer will provide the following for the BDA DAS installation: · Full Access to areas of equipment and antenna placement. (includes escort if required) · All wall and floor penetrations, roof penetration, and weather head · Have dedicated 120V AC power available to proposed amplifier location(s). · Special environmental studies and remediation as applicable · A project manager/point of contact to facilitate the following: o Document approvals o Dissemination of project information within customer organization Template #305982v1 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept-O? Section 5: Design ~-" !! I Illlllllllilllllllll 1--1 L.__ o. 1 1. LLLL r ) ~_. ~~fU^': 0- "1'$' Fl~ 1 *" VJ ~ ~ CVKI ~ F_al Wcq so .Decatur 2SOO 2600 SW32illlt st FEOfraI Wi/If 9B003 !lEV o !S$lIeJ) 3!3J2il05 Campus l~ _1 lOf1 Template #305982v1 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept-O? Exhibit B Equipment List FEDERAL WAY Description Job #: EMBW A00496 Section 1: Materials Quantity Site Name: FSD-Decatur HS 2800 Date: Item Description Amount BDA: Unit Tri Band BDA 1 BDA:HXF4RN- 50A 1/2" Plentum Coax 1000 BDA:L4TNM-PS N-Male Connector 36 BDA:TC400NM N-Male Connector 16 BDA:LMR-400 1/2" Plentum Coax 150 BDA:2-W A V 2-W A V Splitter/Combiner 10 BDA:Cellmax-O- 25 Dual-Band Indoor Antenna (CDMA+iDEN) 10 BDA: 806-960 11 11 dbi Vagi Antenna (iDEN) 1 BDA:1710-1990 10 10 dbi Vagi Antenna (CDMA) 1 Non-Penetrating Roof Mount w/Mat & BDA: Ballast 2 BDA:RMH Misc. Install Hardware 1 Sub Total Materials Install & commission BDA Sub Total Labor Template #305982v1 3/3/2008 Price Total Price $7,540.00 $7,540.00 $3.17 $3,170.00 $27.95 $1,006.20 $10.08 $161.28 $1.50 $225.00 $137.80 $1,378.00 $71.50 $715.00 $110.50 $110.50 $208.00 $208.00 $195.00 $390.00 $130.00 $130.00 $15,033.98 $1,560.00 $1 ,560.00 Total Cost: $16,593.98 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept-O? MenCII Sad ri Information Technology Director City of Federal Way PO Box 9718 33325 8th Ave S. Federal Way WA 98063 ~pril 3, 2008 Dear Mr. Sadri; ~ per our telephone conversation, this letter shall serve to grant the City of Federal Nay and its Contractor access to Decatur High School located at 2800 SW 320th St, =ederaJ Way, WA 98023 (premises) for the sole purpose of installing equipment :>rovided by SprinVNextef to enhance the coverage of services currently provided at the ~ite. rhe City and its Contractor shall use the premises in a manner that will not unreasonably iisturb the District's occupancy. Every effort will be made to complete the work. during 10rmal business hours or at other times as agreed by all parties. Given that the month )f April represents WASL testing for our students, all parties shall agree to the project ~mmencement of work and completion dates. \s a condition of granting this access, the City and its Contractor further agree to comply vith all applicable laws, ordinances, rules and regulations of any public authority who las bearing on the safety of District persons, property and their protection from damage, njury or loss. Understanding the concern for the safety of students and staff, the City and its Contractor will be required to check in at Decatur's Main Office and wear a risitor's identification badge when on District property. Badges must be prominently lisplayed and attached to outer, upper garments at aU times. ~he.Di$trict sincerely appreciates the partnership of the City in bringing this project to ruition, Your expertise and the level of professionalism of the City employees have rlade this process enjoyable. We look forward to continuing our long-standing elationShip. k!st Wishes, J!Juim~~ .iana l. Seeley. C.P.M. ~irector of Purchasing and Risk Management Template #305982v1 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Template Rev. Sept.O?